9911796707
TMI BlogSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025X X X X Extracts X X X X X X X X Extracts X X X X ..... ficial Gazette and shall be applicable to Rights Issues that are approved by the Board of Directors of the issuer after coming into force of these regulations: Provided further that the Rights Issues that were approved by the Board of Directors of the issuer before coming into force of these regulations shall be continued to be governed by the pre-amended provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Provided further that the amendments in regulation 3 [LX, LXI, LXII, LXV, LXVIII, LXIX, LXX, LXXII, LXXIII, LXXIV, LXXVI, LXXVII, XC(iii)(A), XCIV and XCV] shall be applicable to the draft offer documents filed after the date of coming into force of these regulations. 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, - I. In regulation 2, in sub-regulation (1), i. clause (e) shall be substituted with the following clause, namely,- "(e) "associate" shall mean a person or any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards;" ii. in clause (m), the wor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ords "building and plant and machinery, etc.", the words and symbol "and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure." shall be inserted. VIII. In regulation 17, i. in proviso, A. in clause (a), after the words "employee stock purchase scheme" and before the words "of the issuer", the words "or a stock appreciation right scheme" shall be inserted; B. in clause (b), after the words "employee stock purchase scheme", the words "or a stock appreciation right scheme" shall be inserted; ii. in Explanation, after clause (ii), the following clause shall be inserted, namely,- "(iii) For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme." IX. In regulation 23, in sub-regulation (8), after the words "shall appoint a" and before the words "compliance officer who", the words "person qualified to be a company secretary as the" shall be inserted; X. In regulation 26, i. in sub-regulation (1), the word "filing" shall be sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... before the words "days of pre-filing", the word "working" shall be inserted; ii. in sub-regulation (9), the word "filing" shall be substituted with the words, symbols and figures "publication of the public announcement under sub-regulation (10)"; iii. in sub-regulation (10), after the words "within two" and before the words "days of filing", the word "working" shall be inserted. XVI. In regulation 59E, in sub-regulation (1), in second proviso to clause (a), i. sub-clause (ii) shall be re-numbered as sub-clause (iii). ii. after existing sub-clause (i), the following sub-clause shall be inserted, namely,- "(ii) outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right scheme, which are fully exercised for equity shares prior to the filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be, disclosures regarding such stock appreciation rights and the scheme and the total number of equity shares resulting from the exercise of such rights are made in the draft offer document and offer document;" XVII. Regulation 60 shall be substituted with the following ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n (5), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; iv. in sub-regulation (6), the words and symbols ", letter of offer and abridged letter of offer" shall be substituted with the words "and letter of offer"; v. in sub-regulation (7), the words "and the abridged letter of offer" shall be omitted. XXIII. Regulation 71 shall be substituted with the following regulation, namely,- "Filing of the draft letter of offer and letter of offer 71. (1) The issuer shall file the draft letter of offer with the stock exchange(s) and shall submit to such stock exchange(s) the following: a. the Permanent Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent, and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate, b. in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V. (2) The issuer shall file letter of offer with the stock exchanges/ the designated stock e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (4) The application in terms of clause (b) shall be made by the specific investor(s) along with the application money before the finalisation of basis of allotment." XXX. In regulation 81, sub-regulation (2) shall be omitted. XXXI. In regulation 82, in sub-regulation (1), the words and symbol "If the issue size exceeds one hundred crore rupees, the" shall be substituted with the word "The". XXXII. In regulation 84, i. in sub-regulation (1), A. in clause (a), the word "abridged" shall be omitted; B. in clause (c), the words "or lead managers" shall be omitted; C. after clause (e), the following clause shall be inserted, namely,- "(f) details of the specific investor(s): i. name of the specific investor(s) (i.e. renouncees), name of the promoter(s)/promoter group (i.e. renouncer) and number of rights entitlements renounced, where the promoter(s)/promoter group is renouncing their rights entitlements in terms of sub-regulation (3) of regulation 62 and clause (b) of sub-regulation (1) of regulation 86 of these Regulations; ii. name of the specific investor(s), where the issuer intends to allot any undersubscribed portion of rights issue in terms of clause (d) of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds "designated stock exchange". XL. In Regulation 94, - i. in sub-regulation (1), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; ii. in sub-regulation (3), the words and symbol "lead manager(s)" shall be substituted with the words "designated stock exchange". XLI. Regulation 95 shall be substituted with the following regulation, namely,- "Reporting of transactions of the promoters and promoter group and other pre-issue transactions 95. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of draft letter of offer or letter of offer, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions. (2) The issuer shall also ensure that any proposed pre-issue placement disclosed in the draft letter of offer shall be reported to the stock exchange(s), within twenty-four hours of such pre-issue transactions (in part or in entirety)." XLII. In Regulation 96, the words and symbol "lead manager(s)" shall be substituted with the word "issuer". XLIII. In Regulation 97, - i. after th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e words "The pre-issue" and before the word "advertisement", the words "and price band" shall be inserted; B. the proviso shall stand omitted. LII. Regulation 150 shall be substituted with the following regulation, namely,- "Reporting of transactions by the promoters and promoter group and other pre-offer transactions 150. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions. (2) The issuer shall also ensure that any proposed pre-offer placement disclosed in the draft offer document shall be reported to the stock exchange(s), within twenty-four hours of such pre-offer transactions (in part or in entirety)." LIII. In regulation 152, after the words "employee stock option scheme", the words "or a stock appreciation right scheme" shall be inserted. LIV. In regulation 184, in sub-regulation (7), after the words "shall appoint a" and before the words "compliance officer who", the words "person qualified to be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, namely- "(e) if there are any outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer: Provided that the provisions of this clause shall not apply to: (i) outstanding options granted to employees, whether currently an employee or not, pursuant to an employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards, if any, issued by the Institute of Chartered Accountants of India or pursuant to the Companies Act, 2013, in this regard; (ii) fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be." LXI. In regulation 229, i. in sub-regulation (2), the words "face value" shall be substituted with the words and symbol "paid-up"; ii. after sub-regulation (3), the following new sub-regulations shall be inserted, namely,- "(4) In case of an issuer, which had been a proprietorship or a partnership firm or a limited liability partnership before ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing", the words "or stock appreciation rights" shall be inserted. LXIV. In regulation 237, in sub-regulation (1), in clause (b), i. in the existing proviso, the symbol ";" shall be substituted with the symbol ":"; ii. after the existing proviso, following new Explanation shall be inserted, namely,- "Explanation.- For the purpose of this sub-regulation, it is clarified that the price per share for determining securities ineligible for minimum promoters' contribution, shall be determined after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer;" LXV. In regulation 238, in sub-regulation (b), the words "for a period of one year from the date of allotment in the initial public offer" shall be substituted with the words and symbol "as follows:" and thereunder the following new clauses shall be inserted, namely,- "(i) fifty percent. of promoters' holding in excess of minimum promoters' contribution shall be locked in for a period of two years from the date of allotment in the initial public offer; and (ii) remaining fifty percent. of promoters' holding in excess of minimum promoters' contribution shall be locked in for a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and (2) shall be renumbered as sub-regulations (4) and (5) respectively; iii. before the existing sub-regulation (1), the following new sub-regulations shall be inserted, namely,- "(1) The draft offer document filed with the SME exchange shall be made public for comments, if any, for a period of at least twenty one days from the date of filing, by hosting it on the websites of the issuer, SME exchange where specified securities are proposed to be listed and lead manager associated with the issue. (2) The issuer shall, within two working days of filing the draft offer document with the SME Exchange, make a public announcement in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated, disclosing the fact of filing of the draft offer document with the SME exchange and inviting the public to provide their comments to the SME exchange, the issuer or the lead manager(s) in respect of the disclosures made in the draft offer document. (3) The lead manager(s) shall, after expiry of the period stipu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ymbol ";" the words "who applies for minimum application size" shall be inserted; B. in clause (b), in sub-clause (i), the words "other than retail individual investors" shall be substituted with the words "who applies for more than minimum application size"; C. in the Explanation, (a) the symbols and numeral "(2)" shall be substituted with the symbols and numeral "(3)"; (b) the word "retail" wherever appearing shall be omitted; (c) the words "individual investor category" appearing after the words and symbol ", if the" and before the words "is entitled to", shall be substituted with the words " category of individual investors who applies for minimum application size"; (d) the word "the" appearing after the word and symbol "basis," and before the words "individual investors", shall be substituted with the word "such". LXXIV. In regulation 262, i. in sub-regulation (1), the words "one hundred crore rupees" shall be substituted with the words and symbols "₹50 crores"; ii. after sub-regulation (4), the following new sub-regulations shall be inserted, namely,- "(5) In an issue where the issuer is not required to appoint a monitoring agency under this regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (3A) Subject to the availability of shares in non-institutional investors' category, the allotment of specified securities to each non-institutional investor shall not be less than the minimum application size in non-institutional investor category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations." iv. in sub-regulation (4), the word and letter "Part A" shall be substituted with the words, letter and numeral "Parts A and A2". LXXVIII. Regulation 274 shall be substituted with the following regulation, namely,- "Reporting of transactions of the promoters and promoter group and other pre-IPO transactions 274. (1) The issuer shall ensure that all transactions in securities by the promoter and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions. (2) The issuer shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... renamed as "Explanation I"; iii. after the existing Explanation, a new Explanation shall be inserted, namely,- "Explanation II. For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme." LXXXV. In Schedule I, after the title, in the reference to regulations mentioned within brackets, the numbers and symbols "69(2)," shall be omitted. LXXXVI. In Schedule II, - i. after the title, in the reference to regulations mentioned within brackets, the numbers and symbols "69(5), 71(2)," shall be omitted; ii. in clause (1), in sub-clause (b), the words "or the draft letter of offer" shall be omitted; iii. in clause (2), in sub-clause (b), the words "or the draft letter of offer" shall be omitted. LXXXVII. In Schedule III, - i. in the title, the word "DRAFT" appearing before the words "Letter of Offer" and after the word and symbol "Document /" shall be omitted; ii. after the title, in the reference to regulations mentioned within brackets, the numbers and symbols "71(1), 71( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter the words "said offer document" shall be omitted; E. The "Note" appearing before "Form CA" shall be omitted; iv. In Form D, - A. after the marginal heading, in the reference to regulations mentioned within brackets, the numbers, word and symbols ",71(7)(c)" shall be omitted; B. In the subject heading, the symbol and word "/Rights" appearing after the word "Public" shall be omitted; C. the symbol and words "/letter of offer (in case of a rights issue) filed with the designated stock exchange" shall be omitted; v. In Form DA, in the subject heading, the symbol and word "/Rights" appearing after the word "Public" shall be omitted; vi. In Form E, - A. in the marginal heading, the symbol and words "/letter of offer for a fast track issue" shall be omitted; B. after the marginal heading, in the reference to regulations mentioned within brackets, the numbers, symbols and word "100(2)(a) and" shall be omitted; C. in the subject heading, the symbol and word "/Rights" appearing after the word "Public" shall be omitted; D. in clause (1), the symbol and words "/letter of offer (in case of a rights issue)" shall be omitted; E. in clause (2), - (i) the words and num ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9679;] [●]% [●] [●]% 3. [●] [●] [●]% [●] [●]% [●] [●]% .......................... 9. [●] [●] [●]% [●] [●]% [●] [●]% 10. [●] [●] [●]% [●] [●]% [●] [●]% 11. [●] [●] [●]% [●] [●]% [●] [●]% Notes: 1) The Promoter Group shareholders are [●], [●] and [●]. 2) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders after the date of the pre-issue and price band advertisement until date of prospectus. 3) Based on the Issue price of ₹[●] and subject to finalization of the basis of allotment." c. in clause (9), in sub-clause (A), (i) in item (2), after sub-item (b), the following proviso shall be inserted, namely,- "Provided that such certificate may be obtained from the Chartered Accountant, holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) for: i. t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015." f. in clause (11), in sub-clause (I), in item B, (i) in sub-item (ii), (a) after the words "below the above materiality threshold." and before the words "In cases where the general purpose financial statement", the following words and symbols shall be inserted: "The issuer company may also voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the Institute of Chartered Accountants of India (ICAI) from time to time and certified by the statutory auditor or the chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI)." (b) the words "Guidance Note" shall be substituted with the words "any guidance note, standard on assurance engagement or guidelines"; (ii) sub-item (iii) shall be substituted with the following sub-item, namely,- "(iii) Proforma fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI appointed by the issuer company." g. in Clause (11), in sub-clause (II), in item B, (i) in sub-item (ii), (a) after the words "below the above materiality threshold." and before the words "In cases where the general purpose financial statement", the following words and symbols shall be inserted: "The issuer company may also voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... divested, provided that such financial statements are certified by the auditor (of the business or subsidiary acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses acquired/ divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI appointed by the issuer company." h. in clause (12), in sub-clause (A), (i) in item (1), the existing sub-item (v) shall be subs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or directors being a wilful defaulter or a fraudulent borrower and a cross-reference to the relevant section. (g) The following clause on "General Risk" shall be incorporated in a box format: "Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors shall rely on their own examination of the issuer and the offer, including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number ....... The following clause on 'Issuer's Absolute Responsibility' shall be incorporated in a box format: "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this letter of offer contains all information with regard to the issuer and the i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents) Regulations, 2015. C. Intention of issuer to allot the under-subscribed portion of the rights issue to any specific investor(s). Name(s) of the specific investor(s) shall be disclosed in a public advertisement two days prior to the issue opening date. D. Details of the issuer or any of its promoters or directors being a willful defaulter or a fraudulent borrower. a) Name of the person declared as a wilful defaulter or a fraudulent borrower b) Name of the bank declaring the person as a wilful defaulter or a fraudulent borrower c) Year in which the person was declared as a wilful defaulter or a fraudulent borrower d) Outstanding amount when the person was declared as a wilful defaulter or a fraudulent borrower e) Steps taken, if any, by the person for removal of its name from the list of wilful defaulter or a fraudulent borrower f) Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision. E. Outstanding litigations: Summary of outstanding litigations in a tabular format along with the amount involved, wherever quantifiable for the pending matters which, if they result in an adverse outcome, would materially and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r whole time directors- i. Show-cause notice(s) has been issued by the Board or the Adjudicating Officer in a proceeding for imposition of penalty; or ii. Prosecution proceedings have been initiated by the Board; (X) Details including reasons, period, etc. where the equity shares of the company have been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date. (XI) Introduction: A. General Information: 1. Names, addresses, telephone numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer. 2. Name, address, telephone number and e-mail address of the Statutory Auditor(s) of the issuer. 3. Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses of the bankers to the issue, self-certified syndicate bankers and legal advisors to the issue; URL of SEBI website listing out the details of self- certified syndicate banks, registrar to issue and share transfer agents, depository participants, etc. 4. Following details of credit rating in case of an issue of convertible debt instrument: a. The names of all the credit rating agencies from which cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... year immediately preceding the date of filing of the letter of offer with the designated stock exchange 6. Ex-rights price as referred to under clause (b) of sub-regulation 4 of regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. 7. Shareholding pattern as in the format prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as submitted to the stock exchanges. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. 8. Details of the shareholders holding more than one per cent. of the share capital of the issuer. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. 9. Any issuance of equity shares made in the last one year for consideration other than cash. (XII) Particulars of the Issue (A) Objects of the Issue: (1) Objects of the issue for which funds are being raised (2) If the objects of the issue is r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g working capital available with the issuer, along with a break-up of total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets, i.e. bank finance, institutional finance, own funds, etc. (f) If no working capital is shown as a part of the project for which the issue is being made, the reasons for the same. Provided that such standalone financial statements shall be restated if there are any restatements/adjustments in the restated consolidated financial statements which may have impact on the audited standalone financial statements. (6) If an object of the issue is to fund a project, the following details shall be given: (a) break-up of the cost of the project for which the money is being raised; (b) means of financing for the project. (c) location of the project (d) plant and machinery, technology, process, etc. (e) collaboration, performance guarantee if any, or assistance in marketing by the collaborators. (f) facilities for raw materials and utilities like water, electricity, etc. (g) if no working capital is shown as a part of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er of offer) upon: i. the profits or losses of the business of each of three completed financial years immediately preceding the issue of the letter of offer; and ii. the assets and liabilities of the business at the last date to which the accounts of the business were made, being a date not more than six months before the date of the issue of the letter of offer. iii. the issuer company may also voluntarily include proforma financial statements to disclose the impact of such purchase, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the Institute of Chartered Accountants of India (ICAI) from time to time and certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. (5) If: A. any part of the proceeds of the issue is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate; and B. by reason of that acquisition or anything to be done in consequence thereof o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial production and reasons for delay, if any. (H) Deployment of funds: 1. Details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date not earlier than two months from the date of filing the letter of offer with the designated stock exchange, as certified by a chartered accountant, along with the name of the chartered accountant and the date of the certificate. 2. Where share application money brought in advance by the promoters is deployed in the project and the same is being adjusted towards their rights entitlement in the rights issue, the extent of deployment and utilisation of the funds brought in by the promoters. (I) Sources of financing of funds already deployed: Means and source of financing, including details of "bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue. (J) Details of balance fund deployment: Year wise break-up of the expenditure proposed to be incurred on the said project. (K) Interim use of funds: A statement that net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Share (XV) Detailed rationale for the issue price: How the issuer has arrived at the price of the rights shares. (XVI) Government Approvals or Licensing Arrangements: All material pending government and regulatory approvals pertaining to the objects of the issue. (XVII) Other Regulatory and Statutory Disclosures: (a) Authority for the issue and details of the resolution passed for the issue. (b) A statement by the issuer that the issuer, promoters, promoter group, directors have not been or are not prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board. (c) A statement by the issuer if any of the directors of the issuer are associated with the securities market in any manner, and if yes, details of any outstanding action initiated by the Board against the said entities with the relevant details. (d) Disclaimer clauses: (e) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which the provisions of law and the rules and regulations are applicable to the letter of offer. (f) Disclaimer clause of the stock exchang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n paper cannot renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (3) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc. (4) Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to such person, or to any other person in a fictitious name. Provided that any penalty imposed pursuant to Companies Act, 2013 shall also be disclosed. (5) A statement that credit of specified securities to the demat account/ issuing instructions for un-blocking of ASBA shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r of specified securities held by them on record date, provided there is an under-subscribed portion after making allotment in (i) above. iii. Allotment to the renouncee(s), who having applied for the specified securities renounced in their favour and also applied for additional specified securities, provided there is an undersubscribed portion after making full allotment specified in (i) and (ii) above. The allotment of such additional specified securities may be made on a proportionate basis. iv. Allotment to specific investor(s) or to any other person, subject to applicable laws, that the board of issuer may deem fit, provided there is an under-subscribed portion after making allotment under (i), (ii) and (iii) above. (XIX) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: a) complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily. b) steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the specified securities are to be listed are taken within the time limit specified by the Board. c) funds required for mak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alance sheet of the issuer indicating the purpose for which such monies had been utilised; and C. details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (XXI) Restrictions on foreign ownership of Indian securities, if any: a) Investment by NRIs. b) Investment by foreign portfolio investors and foreign venture capital investors. c) Investment by other non-residents. (XXII) Statutory and other information: A. Allotment of specified securities shall be in the demateralised form. B. Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last three years: Provided that the material contracts shall also be made available for inspection through online means. (XXIII) Any other material disclosures, as deemed necessary. (XXIV) Declaration: "No statement made in this letter of offer contravenes any of the provisions of the Companies Act, 2013 and the rules made thereunder. All the legal requirements ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... SEMENT FOR A PUBLIC ISSUE Part A - Format of pre-issue and price band advertisement for a public issue [See regulations 43(2), 29(4), 127(4), 139(2), 189(4), 264(2) and 250(4)] THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. ABC Limited (Name of issuer) For details of changes in name and the registered office of the Company, see "History and Certain Corporate Matters - Brief history of our Company" and "History and Certain Corporate Matters -Changes in the Registered Office" on page [-] of the red herring prospectus [-] ("RHP" or "Red Herring Prospectus"). Registered Office: [-]; Corporate Office: [-]; Contact Person: [-]; Tel: [-]; E-mail: [-]; Website: [-]; Corporate Identity Number: [-] QR Code (Scan of QR Code should take the reader to the webpage of the left lead BRLM where documents relating to the issue such as the offer documents, price band advertisement etc. are available) PROMOTERS [__XYZ__] THE ISSUE Public issue of _______ (nature of the specified securities) of ____ each at a price of _____ DETAI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Recommendation of the Independent Directors of the Company on justification of the price band. RISKS TO INVESTORS: This will include the following: 1. Risk to Investors: Summary description of key risk factors based on materiality. 2. Details of suitable ratios such as price/ revenues, price/ earnings, enterprise value/ EBITDA, earnings per share, net asset value per share, return on equity, return on capital employed, of the company and its peer group for the latest full financial year. 3. Weighted average return on net worth for the last 3 FYs, and return on net worth for any interim period for the issuer company. 4. Disclosures as per clause (9)(K)(4) of Part A to Schedule VI, as applicable. ADDITIONAL INFORMATION FOR INVESTORS: This will include the following: 1. Details of proposed /undertaken pre-issue placements from the DRHP filing date. Make suitable disclosure, in tabular format, including details of date of allotment, name of allottees, number of equity shares, percentage of pre-Offer share capital of the company, price per share, total consideration. In case the company had made a provision for Pre-IPO placement in the DRHP and does not complete such a pl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... advertisement are exercised. The post issue shareholding shall be updated in the prospectus based on ESOPs exercised until such date. (3) Assuming full subscription in the Issue (fresh issue and/or offer for sale). The post-issue shareholding details as at allotment will be based on the actual subscription and the final Issue price and updated in the prospectus, subject to finalization of the basis of allotment. Also, this table assumes there is no transfer of shares by these shareholders between the date of the advertisement and allotment (if any such transfers occur prior to the date of prospectus, it will be updated in the shareholding pattern in the prospectus). BASIS FOR OFFER PRICE (Include a disclosure to the effect that the "Basis for Issue Price" on page [-] of the offer document has been updated with the above price band. Please refer to the websites of the BRLMs: [-], [-] and [-] for the "Basis for Issue Price" updated with the above price band.) (Give QR Code - Scan of QR Code should take the reader to the webpage of the left lead BRLM where documents relating to the issue including the "Basis for Issue Price" chapter updated with the price band, are available. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s by electronic mode, etc. For all issue related queries and for redressal of complaints, investors may also write to the BRLMs. Availability of the offer document: [-] Availability of the abridged prospectus: [-] Availability of application forms: [-] Syndicate member(s): [-] Sub-syndicate members: [-] Bankers to the Offer/ Escrow Collection Bank and Refund Bank/ Public Offer Account Bank: [-] Sponsor Banks: [-] UPI: UPI Bidders can also bid through UPI mechanism For [Name of issuer company] Authorized personnel of the issuer Place: [-] Date: [-] Notes: * "Risks to Investors" needs to be adequately highlighted in the advertisement ensuring prominent visibility. * Risk Factors should constitute at least 33% and information of BRLM not more than 10% of the advertisements. * Font size of price band/ floor price and the risk factors should match that of bid/ issue programme. In addition, information on acquisition of shares should be given a tabular form. Part B - Format of issue opening advertisement for a public issue [See regulation 43(3), 200(1) and 264(3)] THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PRO ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or any other regulation as may be applicable] of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (SEBI ICDR Regulations) THE EQUITY SHARES OF THE COMPANY WILL GET LISTED ON [NAME THE BOARD] OF [NAME THE STOCK EXCHANGES]. [NAME OF STOCK EXCHANGE] SHALL BE THE DESIGNATED STOCK EXCHANGE. (In the case of book building issues, disclosure about the details of allocation shall be given in the following manner, as percentage of issue size/ net offer: QIB Category: _____% Retail Category: _____% Non institutional investor category: _____% Reserved categories: _____Equity Shares or ____%) IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. Recommendation of the Independent Directors of the Company on justification of the price band. RISKS TO INVESTORS: This will include the following: 1. Risk to Investors: Summary description of key risk factors based on materiality. 2. Details of suitabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d on the bid/ issue closing date, (ii) bid upload timings, (iii) Expected date for commencement of trading of the equity shares on the stock exchanges) CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of the company, please see the section "History and Certain Corporate Matters" on page [-] of the offer document. The Memorandum of Association of the company is a material document for inspection in relation to the issue. For further details, please see the section titled "Material Contracts and Documents for Inspection" on page [-] of the offer document. LIABILITY OF THE MEMBERS OF THE COMPANY: Limited by shares. AMOUNT OF SHARE CAPITAL OF THE COMPANY AND CAPITAL STRUCTURE: As on the date of the offer document, the authorised share capital of the company [-] divided into [-] equity shares of face value of [-] each. The issued, subscribed and paid-up share capital of the Company is [-] divided into [-] equity shares of face value of [-] each. For details, please see the section titled "Capital Structure" beginning on page [-] of the offer document. NAMES OF SIGNATORIES TO THE MEMORANDUM OF ASSOCIATION OF TH ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es in name and the registered office of the Company, see "History and Certain Corporate Matters - Brief history of our Company" and "History and Certain Corporate Matters - Changes in the Registered Office" on page [-] of the red herring prospectus [-] ("RHP" or "Red Herring Prospectus"). Registered Office: [-]; Corporate Office: [-]; Contact Person: [-]; Tel: [-]; E-mail: [-]; Website: [-]; Corporate Identity Number: [-] QR Code (Scan of QR Code should take the reader to the webpage of the left lead BRLM where documents relating to the issue such as the offer documents, price band advertisement etc. are available) PROMOTERS [__XYZ__] THE ISSUE Public issue of _______ (nature of the specified securities) of ____ each at a price of _____ DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION, AS APPLICABLE (Name of selling shareholder, Type (promoter selling shareholder, investor etc.), No. of shares offered, Aggregate proceeds from offered shares, Weighted average cost of acquisition per equity share, in tabular form) The Company has completed pre-IPO placements in a price range of Rs. [-] to Rs. [-] per Equity Share. For ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n net worth for the last 3 FYs, and return on net worth for any interim period for the issuer company. 4. Disclosures as per clause (9)(K)(4) of Part A to Schedule VI, as applicable. ADDITIONAL INFORMATION FOR INVESTORS: This will include the following: 1. Details of proposed /undertaken pre-issue placements from the DRHP filing date. Make suitable disclosure, in tabular format, including details of date of allotment, name of allottees, number of equity shares, percentage of pre-Offer share capital of the company, price per share, total consideration. In case the company had made a provision for Pre-IPO placement in the DRHP and does not complete such a placement, a statement to this effect shall also be included. 2. Transaction of shares aggregating up to 1% or more of the paid-up equity share capital of the company by promoter(s) and promoter group(s) from the DRHP filing date. Make suitable disclosure, in tabular format, including date of transfer/ allotment, name of transferor, name of transferee/ allottee, nature of transaction, number of equity shares, percentage of pre-offer share capital of the company, price per shares, total consideration. Disclose if the transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... securities stated in the offer document." DISCLAIMER CLAUSE OF STOCK EXCHANGES: [-] CREDIT RATING (if applicable) DEBTENTURE TRUSTEE (if applicable) IPO GRADING (if applicable) BOOK RUNNING LEAD MANAGERS Name, Telephone no., E-mail, Contact person, Website REGISTRAR TO THE OFFER Name, Telephone no., E-mail, Contact person, Website COMPANY SECRETARY AND COMPLIANCE OFFICER Name, Telephone no., E-mail, Website Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-issue or post-issue related grievances including non-receipt of letters of allotment, non-credit of allotted equity shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all issue related queries and for redressal of complaints, investors may also write to the BRLMs. Availability of the offer document: [-] Availability of the abridged prospectus: [-] Availability of application forms: [-] Syndicate member(s): [-] Sub-syndicate members: [-] Bankers to the Offer/ Escrow Collection Bank and Refund Bank/ Public Offer Account Bank: [-] Sponsor Banks: [-] UPI: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... above is oversubscribed 1.5 times and 3(b) is oversubscribed 3 times. (5) The issuer has fixed the lot size as 6000 specified securities (based on SEBI Circular dated February 21, 2012 - Standardized lot size for SME Exchange/ Platform) and in multiples thereof. (6) Therefore, the minimum application size for non-institutional investors is 18,000 specified securities (i.e. the application should be for more than two lots and in multiples of one lot (i.e. 6000 specified securities) thereof). (7) A total of one hundred investors have applied in the issue under 3(a) category, in varying number of application size i.e. between 3 to 8 lots (18,000 to 48,000 specified securities), based on the maximum application size under 3(a) not more than ten lakh rupees (Application size of 8 lots = 8*6000*20 = 9,60,000/-). (8) Out of the one hundred investors, there are five non-institutional investors A, B, C, D and E who have applied as follows: A has applied for 18,000 specified securities. B has applied for 30,000 specified securities. C has applied for 36,000 specified securities. D has applied for 42,000 specified securities and E has applied for 48,000 specified securities. (9) As ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors' category mentioned in 3 (a) above is oversubscribed 15.5 times and 3(b) is oversubscribed 3 times. (5) The issuer has fixed the lot size as 6000 specified securities (based on SEBI Circular dated February 21, 2012 - Standardized lot size for SME Exchange/ Platform) and in multiples thereof. (6) Therefore, the minimum application size for non-institutional investors' is 18,000 specified securities (i.e. the application should be for more than two lots and in multiples of one lot (i.e. 6000 specified securities) thereof). (7) A total of two thousand investors have applied in the issue under 3(a) category, in varying number of application size i.e. between 3 to 8 lots (18,000 to 48,000 specified securities), based on the maximum application size under 3(a) not more than ten lakh rupees (Application size of 8 lots = 8*6000*20 = 9,60,000/-). (8) As per the allotment procedure, the allotment to non-institutional investors shall not be less than the minimum application size in NII category, subject to availability of shares. (9) Since the total number of specified securities on offer to the non-institutional investors' applications under 3(a) is 36,00,000 and the minimum ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/08. (d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/29. (e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/35. (f) December 06, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/42. (g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2019/47. (h) January 01, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LADNRO/ GN/2020/01. (i) April 17, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al and Disclosure Requirements) (Second Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/2022/82. (v) July 25, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/2022/90. (w) November 21, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LADNRO/GN/2022/107. (x) January 13, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/114. (y) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/121. (z) May 23, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/130. (aa) December 21, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requireme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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